31st BSE Limited The Calcutta Stock Exchange Limited Code ... · The National Stock Exchange of...

CIN:L55101WB1949PLC017981

CORPORATE OFFICE: 7 SHAM NATH MARG, DELHI -110054, INDIA / TELEPHONE: +91-11-23890505/ WEBSITE: WWW.EIHLTD.COM

31st January 2020

The National Stock Exchange of India Limited Exchange Plaza, 5th Floor Plot No..C/1, G Block Bandra Kurla Complex Bandra(E) Mumbai – 400 051. Code: EIHOTEL

BSE Limited Corporate Relationship Dept. 1st Floor, New Trading Ring Rotunda Building Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai-400001 Code:500840

The Calcutta Stock Exchange Limited 7, Lyons Range Kolkata-700001 Code:05

Sub: Amendments in the Company’s Code of Conduct for Prevention of Insider Trading, 2019 Dear Sir / Madam, The Company’s Code of Conduct for Prevention of Insider Trading, 2019 has been amended incorporating the changes/amendments made by SEBI in the provisions of SEBI (Prohibition of Insider Trading), Regulations, 2015 (“Regulations”) by SEBI (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 dated 25th July 2019 and SEBI (Prohibition of Insider Trading) (Third Amendment) Regulations 2019 dated 17th September 2019. Please find enclosed herewith the following: i) Amendments in various clauses approved at the Board meeting held on 24th January

2020; ii) Copy of the Code of Conduct for Prevention of Insider Trading 2019(updated)

incorporating the amendments specified in Sr. No. (i) above. We have also uploaded the above two documents on the Company’s website www.eihltd.com. Kindly take the above in your record and send us a line of confirmation. Thank you, Yours faithfully For EIH Limited

Tejasvi Dixit Asst. Company Secretary

EIH Limited

Code of Conduct for Prevention of Insider Trading 2019

(Amendment 1- January 2020)

Page 1 of 7

EIH LIMITED



Preamble

This Amendment 1 to the Company’s Code of Conduct for Prohibition of Insider

Trading, 2019 (“2019 Code”) seeks to amend/alter/add/substitute certain clauses

of the 2019 Code to give effect to the amendments made by Securities and

Exchange Board of India (SEBI) in the SEBI (Prohibition of Insider Trading)

Regulations, 2015 (“Regulations”) by SEBI (Prohibition of Insider Trading)

(Second Amendment) Regulations, 2019 dated 25th July 2019 and SEBI

(Prohibition of Insider Trading) (Third Amendment) Regulations,2019 dated

17th September 2019.

1. For the existing sub-clause 1.18 in the Definition Section, the following be

substituted:

1.18. “Trading” means and includes subscribing, buying, selling, dealing

or agreeing to subscribe, buy, sell, deal in any securities, and “trade” shall

be construed accordingly.

2. After sub-clause 1.20 in the Definition Section, the following sub-clauses be

inserted:

1.21. “Informant” is an individual(s) who voluntarily submits to SEBI,

the Original Information in a Voluntary Information Disclosure Form

relating to an alleged violation of insider trading laws that has occurred, is

occurring or has a reasonable belief that it is about to occur, in a manner

provided under the Regulations, regardless of whether such individual(s)

satisfies the requirements, procedures and conditions to qualify for a

reward.

1.22. “Original Information” means any relevant information submitted

in accordance with the Regulations pertaining to violation of insider

trading laws that is:

(a) derived from the independent knowledge and analysis of the

Informant;

(b) not known to SEBI from any other source, except where the

Informant is the original source of the information;

(c) is sufficiently specific, credible and timely to – (i) commence

an examination or inquiry or audit, (ii) assist in an on-going

EIH Limited



Page 2 of 7

examination or investigation or inquiry or audit, (iii) open or re-

open an investigation or inquiry, or (iv) inquire into a different

conduct as part of an on-going examination or investigation or

inquiry or audit directed by SEBI;

(d) not exclusively derived from an allegation made in a judicial or

administrative hearing, in a Governmental report, hearing,

audit, or investigation, or from the news media, except where

the Informant is the original source of the information;

(e) not irrelevant or frivolous or vexatious;

Explanation -information which does not in the opinion of SEBI

add to the information already possessed by the SEBI is not

Original Information.

3. After sub-clause 2.9, the following sub-clause be inserted:

2.10. The Compliance Officer shall report to the board of directors and in

particular, shall provide reports to the Chairman of the Audit Committee or to

the Chairman of the board of directors at such frequency as may be stipulated

by the board of directors, but not less than once in a year.

4. For the existing sub-clause 7.3, the following be substituted:

7.3. (i) The Compliance Officer shall close the trading window from the

end of every quarter till forty-eight (48) hours after the declaration

of financial results;

(ii) The trading window restrictions as mentioned in sub-clause (i)

shall not apply in respect of --

(a) the transaction is an off-market inter-se transfer between

designated persons who were in possession of the same

unpublished price sensitive information without in breach of

regulation 3 and both parties had made a conscious and

informed trade decision;

Provided that such unpublished price sensitive information

was not obtained under sub-regulation (3) of regulation 3 of the

regulations;

Provided further that such off market trades shall be reported

by the designated persons to the Company within 2 (two)

working days.

EIH Limited



Page 3 of 7

(b) the transaction was carried through the block deal window

mechanism between persons who were in possession of the

unpublished price sensitive information without being in breach

of regulation 3 and both parties had made a conscious and

informed trade decision;

Provided that such unpublished price sensitive information was

not obtained under sub-regulation (3) of regulation 3 of the

regulations;

(c) the transaction was carried out pursuant to a statutory or

regulatory obligation to carry out a bona fide transaction;

(d) the transaction was undertaken pursuant to the exercise of stock

options in respect of which the exercise-price was pre-

determined in compliance with applicable regulations;

(e) the trades were pursuant to the trading plan set up in accordance

with this Code;

(f) pledge of shares for a bona fide purpose such as raising of funds,

subject to pre-clearance by the Compliance Officer and

compliance with the respective SEBI regulations;

(g) transactions which are undertaken in accordance with

respective regulations made by SEBI, such as acquisition by

conversion of warrants or debentures, subscribing to rights

issue, further public issue, preferential allotment or tendering of

shares in a buy-back offer, open offer, delisting offer.

5. For the existing Explanation to sub-clause 9.2, the following be substituted:

Explanation: The term “material financial relationship” shall mean a

relationship in which one person is a recipient of any kind of payment such

as by way of a loan or gift from the designated person during the immediately

preceding twelve (12) months, equivalent to at least 25% of the annual

income of such designated person but shall exclude relationships in which

payment is based on arm’s length transactions.

EIH Limited



Page 4 of 7


9.5. Every promoter, member of the promoter group, key managerial

personnel and director of the Company shall disclose to the Company his

holdings of securities of the Company within thirty (30) days of these

regulations taking effect. (Annexure 6).


9.6. Every person on appointment as a key managerial personnel or a director

of the Company or upon becoming a promoter or member of the promoter

group shall disclose his holding of securities of the Company as on the date

of appointment or becoming a promoter or member of the promoter group,

to the Company within seven (7) days of such appointment or becoming a

promoter or member of the promoter group.


9.7. Every promoter and member of the promoter group, key managerial

personnel, designated person and director of the Company shall disclose to

the Company the number of securities acquired or disposed of within two (2)

trading days of such transaction if the value of the securities traded, whether

in one transaction or a series of transactions over any calendar quarter,

aggregates to a traded value in excess of Rupees Ten lacs (Rs. 10,00,000)

(Annexure 7).


9.9. In addition to the continual disclosure in Annexure 7, every promoter

or member of the promoter group, key managerial personnel,

designated person and director shall disclose to the Company any

change in shareholding of the Company, if the value of the traded

securities in a transaction or series of transactions in aggregate over

any calendar quarter exceeds Rupees Ten lacs (Rs. 10,00,000) or such

other value as may be specified by the Compliance Officer in

consultation with the Board. (Annexure 8).

EIH Limited



Page 5 of 7

10. For the existing Clause 12, the following be substituted:

Intimation to SEBI in case of violation of Code of Conduct and

Regulations

12.1 Any violation of the Code of Conduct and the Regulations shall be

immediately intimated to the Compliance Officer or the Board of Directors

of the Company. In case it is observed by the Board that there has been a

violation of the Code and/or regulations in relation to the securities of the

Company, the same shall be immediately reported to SEBI in the format

(Annexure 10).

12.2 An informant under the code may voluntarily submit to SEBI the

original information in a Voluntary Information Disclosure Form relating to

an alleged violation of the insider trading laws that has occurred, is occurring

or has a reasonable belief that it is about to occur. Such disclosure shall be in

the form prescribed in Schedule D to the regulations.

11. After clause 12, the following clause 13 be inserted:

Protection against retaliation and victimization

13.1. An employee who files a Voluntary Information Disclosure Form with

SEBI under this code and regulations, he/she will not be at risk of suffering

any form of reprisal or retaliation which includes discharge, termination,

demotion, suspension, threats, harassment, directly or indirectly or

discrimination against the employee irrespective of whether the

information is considered or rejected by SEBI or he or she is eligible for a

reward under the regulations, by reason of-

(i) filing a Voluntary Information Disclosure Form under the regulations;

(ii) testifying in, participating in, or otherwise assisting and aiding SEBI

in any investigation, inquiry, audit, examination or proceeding instituted

or about to be instituted for an alleged violation of insider trading laws or

in any manner aiding the enforcement action taken by SEBI; or

(iii) breaching any confidentiality agreement or provisions of any terms

and conditions of employment or engagement solely to prevent any

employee from cooperating with SEBI in any manner.

Explanation- For the purpose of this clause, “employee” means any

individual who during employment may become privy to information

EIH Limited



Page 6 of 7

relating to violation of insider trading laws and files a Voluntary

Information Disclosure Form under the regulations and is a director,

regular or contractual employee;

13.2 The Company may be liable for penalty, debarment, suspension, and/or

criminal prosecution by SEBI, as the case may be, on violation of sub-

clause 13.1;

Provided that nothing in the regulations will require SEBI to direct

reinstatement or compensation by an employer.

13.3. Any term in the agreement (oral or written) or code of conduct is void in

so far as it purports to preclude any person from submitting to SEBI

information relating to violation of the securities laws that has occurred,

is occurring or has a reasonable belief that it would occur.

13.4. No person shall by way of any threat or act impede an individual from

communicating with SEBI, including enforcing or threatening to enforce,

a confidentiality agreement (other than agreements related to legal

representations of a client and communications thereunder) with respect

to such communications.

Explanation- No employer shall require an employee to notify him or any

Voluntary Information Disclosure Form filed with SEBI or to seek prior

permission or consent or guidance of any person engaged by the employer

before or after such filing.

EIH Limited



Page 7 of 7

Annexure 10

Report by the Company for violations related to the Code of Conduct under SEBI (Prohibition of

Insider Trading) Regulations, 2015

[For listed company: Schedule B read with Regulation 9(1) of SEBI (Prohibition of Insider Trading)

Regulations, 2015]

Sr.

No.

Particulars Details

1 Name of the listed company/intermediary/fiduciary

2 Please tick the appropriate check-box

Reporting in capacity of:

o Listed company

o Intermediary

o Fiduciary

3 Name of the Designated Person (DP)

Name of the immediate relative of DP if reporting is for immediate relative

4 PAN of the DP

PAN of the immediate relative of the DP if reporting is for immediate

relative

5 Designation of DP

6 Functional role of DP

7 Whether DP is Promoter/ Promoter Group/holding CXO level position (e.g.

CEO, CFO, CTO etc.)

8 Transaction details

a) Name of the scrip

b) No. of shares traded (which includes pledge) and value (Rs) (Date-wise)

9 In case value of trade(s) is more than Rs 10 lacs in a calendar quarter

a) Date of intimation of trade(s) by concerned DP/ director /promoter

/promoter group to Company under Regulation 7 of SEBI (Prohibition

of Insider Trading) Regulations, 2015

b) Date of intimation of trade(s) by Company to Stock Exchanges under

Regulation 7 of SEBI (Prohibition of Insider Trading) Regulations,

2015

10 Details of violations observed under SEBI (Prohibition of Insider Trading)

Regulations, 2015

11 Action taken by Listed Company / Intermediary/ Fiduciary

12 Reasons recorded in writing for taking action stated above

13 Details of the previous instances of violations, if any, since last financial

year

14 Any other relevant information

Yours faithfully,

Name and signature pf Compliance Officer

PAN

Email id

Mobile Number

Date and Place:

EIH- Code of Conduct for Insider Trading (Revised) - 2019

1

EIH LIMITED CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING, 2019

(Effective from 1st April 2019)

TABLE OF CONTENTS S.No. Particulars

Page No.

1. Introduction

2

2. Definitions

3-6

3. Role of Compliance Officer

7-8

4. Preservation of Unpublished Price Sensitive Information

8-9

5. Chinese Wall and Cross Wall, Restricted List

9-11

6. Prohibition on Dealing or Communicating on matters relating to Insider

Trading 11

7. Trading Plans

11-12

8. Trading Window

12-14

9. Pre-clearance of Trades

14-16

10. Disclosure Requirements

16-18

11. Dissemination of Price Sensitive Information

18

12. Penalty for contravention of code of conduct

18-19

13. Intimation to SEBI on code violations

19

14. Protection against retaliation and victimization 19-20 14. Annexure -1 – Format for Request of Trading Plan

21

15. Annexure -2 – Format for Approval of Trading Plan

22

16. Annexure -3 – Application for Pre-dealing approval

23

17. Annexure -4 –Format of undertaking to be accompanied with the

application for pre-clearance 24

18. Annexure -5- Format for approval of pre-clearance order

25

19. Annexure -6 – Initial Disclosure to the Company

26

20. Annexure-7- Disclosure on becoming a director/KMP/Promoter

27

21. Annexure-8- Change in the shareholding of promoters, employee or

director. 28

22. Annexure-9 - Details of Trading in Securities by other Connected persons. 29 23. Annexure 10 - Report by the Company for violations related to the Code

of Conduct 30-31


2

EIH LIMITED

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING, 2019

(Effective from 1st April 2019)

INTRODUCTION

1. “Insider Trading” means trading in securities of the Company by an “insider” as

defined in the Securities and Exchange Board of India (Prohibition of Insider

Trading), Regulations, 2015 (as amended) (“PIT Regulations”) having access to

unpublished price sensitive information. Such trading is a civil as well as criminal

wrong in violation of the fiduciary or contractual obligations of the insider.

2. SEBI enacted PIT Regulations which came into force from 15th May 2015 revising

the framework for prohibition on insider trading in securities. Company had

formulated a Code of Conduct for Insider Trading, 2015 in the year 2015 to comply

with the PIT Regulations.

3. SEBI has made significant amendments in the PIT Regulations vide Securities and

Exchange Board of India (Prohibition of Insider Trading) (Amendment)

Regulations, 2018 dated 31st December 2018 which is made effective from

1st April 2019. This revised code incorporates all the amendments made by SEBI in

the PIT Regulations.

4. SEBI has made further amendments in the SEBI (Prohibition of Insider Trading)

Regulations, 2015 (“Regulations”) by SEBI (Prohibition of Insider Trading)

(Second Amendment) Regulations, 2019 dated 25th July 2019 and SEBI

(Prohibition of Insider Trading) (Third Amendment) Regulations, 2019 dated

17th September 2019.

5. This Code of Conduct applies to the following and they shall be collectively

referred to as Designated Persons as defined in clause 1.7 below:

All the Directors of the Company and immediate Relatives of the Directors;

The Designated Employees of the Company and immediate Relatives of

Designated Employees;

Connected persons; and

All promoters of the Company and promoters who are individuals.


3

1. Definitions

1.1 “Act” means the Securities and Exchange Board of India Act, 1992.

1.2 “Board” means the Board of Directors of the Company.

1.3 “Company” means EIH Limited;

1.4 “Compliance Officer” means any senior officer, who is financially literate and is

capable of appreciating requirements for legal and regulatory compliance under the

Regulations (defined hereunder) designated so and reporting to the Board of

Directors and who shall be responsible for compliance of policies, procedures,

maintenance of records, monitoring adherence to the rules for the preservation of

unpublished price sensitive information, monitoring of trades and the

implementation of the codes specified in the Regulations under the overall

supervision of the Board of Directors of the Company.

Explanation: For the purpose of this clause, “financially literate” shall mean a

person who has the ability to read and understand basic financial statements i.e.

balance sheet, profit and loss account and statement of cash flow.

1.5 “Connected Persons” means, -

(i) any person who is or has during the six months prior to the concerned act been

associated with a company, directly or indirectly, in any capacity including by

reason of frequent communication with its officers or by being in any contractual,

fiduciary or employment relationship or by being a director, officer or an employee

of the company or holds any position including a professional or business

relationship between himself and the company whether temporary or permanent,

that allows such person, directly or indirectly, access to unpublished price sensitive

information or is reasonably expected to allow such access.

(ii) Without prejudice to the generality of the foregoing, the persons falling within the

following categories shall be deemed to be connected persons unless the contrary is

established -

(a) an immediate relative of connected persons specified in clause (i); or

(b) a holding company or associate company or subsidiary company; or

(c) an intermediary as specified in section 12 of the Act or an employee or

director thereof; or

(d) an investment company, trustee company, asset management company or an

employee or director thereof; or


4

(e) an official of a stock exchange or of clearing house or corporation; or

(f) a member of board of trustees of a mutual fund or a member of the board of

directors of the asset management company of a mutual fund or is an

employee thereof; or

(g) a member of the board of directors or an employee, of a public financial

institution as defined in section 2 (72) of the Companies Act, 2013; or

(h) an official or an employee of a self-regulatory organization recognised or

authorized by the Board; or

(i) a banker of the company; or

(j) a concern, firm, trust, Hindu undivided family, company or association of

persons wherein a director of a company or his immediate relative or banker

of the company, has more than ten per cent of the holding or interest.

1.6 “Designated Employee(s)” shall include -

(i) Key Managerial Personnel;

(ii) Every employee up to two levels below the Chief Executive Officer of the

Company and its material subsidiaries and associate Company irrespective

of their functional role in the Company or ability to have access to UPSI;

(iii) All functional heads;

(iv) Every employee in finance and accounts, information technology and

secretarial department who have access to UPSI;

(v) Any other employee as may be determined and informed by the Compliance

officer from time to time;

(vi) Employees of material subsidiaries of the Company designated on the basis

of their functional role or access to UPSI in the organization by its Board of

Directors.

1.7 “Designated Persons” shall include-

(i) All the Directors of the Company and immediate relatives of the Directors;

(ii) The Designated employees of the Company and immediate relatives of

designated employees as defined in clause 1.6;

(iii) Connected persons as defined in clause 1.5; and

(iv) All promoters of the Company and promoters who are individuals.

1.8 "Generally available Information" means information that is accessible to the

public on a non-discriminatory basis.


5

1.9 “Immediate Relative” means a spouse of a person, and includes parent, sibling,

and child of such person or of the spouse, any of whom is either dependent

financially on such person, or consults such person in taking decisions relating

to trading in securities.

1.10 “Insider” means any person who is-

(i) a “Connected Person”, or

(ii) in possession of or having access to such unpublished price sensitive

information.

1.11 “Key Managerial Personnel” means -

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the Company secretary;

(iii) the Whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed by the Compliance Officer.

1.12 “Promoter” shall have the meaning assigned to it under the Securities and

Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018 or any modification thereof.

1.13 “Promoter group” shall have the meaning assigned to it under the Securities

and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018 or any modification thereof.

1.14 “Proposed to be listed” shall include securities of an unlisted company:

(i) if such unlisted company has filed offer documents or other documents, as

the case may be, with the Board, Stock Exchange(s), Registrar of

Companies in connection with the listing; or

(ii) if such unlisted company is getting listed pursuant to any scheme of

merger or amalgamation and has filed a copy of such scheme of merger

or amalgamation under the Companies Act, 2013;

1.15 “Regulations” shall mean the Securities & Exchange Board of India (Prohibition

of Insider Trading) Regulations, 2015 and the amendments thereto;

1.16 “Securities” shall have the meaning assigned to it under the Securities Contracts

(Regulations) Act, 1956 or any modification thereof except units of a mutual

fund.


6

1.17 “Takeover Regulations” means the Securities and Exchange Board of India.

1.18 “Trading” means and includes subscribing, buying, selling, dealing, or agreeing

to subscribe, buy, sell, deal in any securities, and “trade” shall be construed

accordingly.

1.19 “Trading Day” means a day on which the recognized stock exchanges are open

for trading.

1.20 "Unpublished price sensitive information" (“UPSI”) means any information,

relating to a company or its securities, directly or indirectly, that is not

generally available which upon becoming generally available, is likely to

materially affect the price of the securities and shall, ordinarily including but

not restricted to, information relating to the following :

(i) financial results;

(ii) dividends;

(iii) change in capital structure;

(iv) mergers, de-mergers, acquisitions, delisting, disposals and expansion

of business and such other transactions; and

(v) changes in Key Managerial Personnel;

1.21. “Informant” is an individual(s) who voluntarily submits to SEBI, the Original

Information in a Voluntary Information Disclosure Form relating to an alleged

violation of insider trading laws that has occurred, is occurring or has a

reasonable belief that it is about to occur, in a manner provided under the

Regulations, regardless of whether such individual(s) satisfies the

requirements, procedures and conditions to qualify for a reward.

1.22. “Original Information” means any relevant information submitted in

accordance with the Regulations pertaining to violation of insider trading laws

that is:

(a) derived from the independent knowledge and analysis of the

Informant;

(b) not known to SEBI from any other source, except where the

Informant is the original source of the information;

(c) is sufficiently specific, credible and timely to – (i) commence an

examination or inquiry or audit, (ii) assist in an on-going examination

or investigation or inquiry or audit, (iii) open or re-open an

investigation or inquiry, or (iv) inquire into a different conduct as part

of an on-going examination or investigation or inquiry or audit

directed by SEBI;


7

(d) not exclusively derived from an allegation made in a judicial or

administrative hearing, in a Governmental report, hearing, audit, or

investigation, or from the news media, except where the Informant is

the original source of the information;

(e) not irrelevant or frivolous or vexatious;

Explanation -information which does not in the opinion of SEBI add

to the information already possessed by the SEBI is not Original

Information.

Words and expressions used and not defined in this Code of Conduct but defined in the

Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities

Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996)

or the Companies Act, 2013 (18 of 2013) and rules and regulations made thereunder

shall have the meanings respectively assigned to them in those legislation.

2. Role of Compliance Officer

2.1 The Company Secretary of the Company is the Compliance Officer for the

purposes of compliance under this Code of Conduct.

2.2 The Compliance Officer shall assist all employees in addressing any

clarifications regarding the Regulations and the Code of Conduct.

2.3 The Compliance Officer shall monitor, review and approve all Trading Plans.

2.4 The Compliance Officer shall regulate and monitor the Trading Window of the

securities of the Company.

2.5 The Compliance Officer may inquire any employee in relation to Trading of

securities and handling of unpublished price sensitive information of the

Company.

2.6 The Compliance Officer may require any other persons (law firms, consultants,

investment bankers, vendors, customers, bankers etc.) to disclose shareholding

and trading in securities of the Company.

2.7 The Compliance Officer shall assist the Company in formulation of Chinese

walls and Crossing the Wall policy in order to regulate the abuse of

unpublished price sensitive information.

2.8 The Compliance Officer shall confidentially maintain a list of such securities as

a restricted list which shall be used as their basis for approving or rejecting

application for pre- clearance of trades.


8

2.9 The Compliance Officer will maintain a record (either manual or in electronic

form) of the Designated Persons and their immediate relatives and changes

thereto from time to time, in consultation with Managing Director of the

Company.

2.10. The Compliance Officer shall report to the board of directors and in particular,

shall provide reports to the Chairman of the Audit Committee or to the

Chairman of the board of directors at such frequency as may be stipulated by

the board of directors, but not less than once in a year.

3. Preservation of Unpublished Price Sensitive Information

3.1 All information shall be handled within the organization on a need-to-know basis

and no unpublished price sensitive information shall be communicated or

accessible to any person except in furtherance of legitimate purposes,

performance of duties or discharge of his legal obligations.

3.2 Unpublished price sensitive information may be communicated, provided, allowed

access to or procured, in connection with a transaction which entails:

(i) an obligation to make an open offer under the takeover regulations where

the Board is of informed opinion that the proposed transaction is in the best

interests of the Company; or

(ii) not attracting the obligation to make an open offer under the takeover

regulations but where the Board is of informed opinion that the proposed

transaction is in the best interests of the Company and the information that

constitute unpublished price sensitive information is disseminated to be

made generally available at least two trading days prior to the proposed

transaction being effected in such form as the Board may determine.

3.3 The Board shall require the parties to execute agreements to contract confidentiality

and nondisclosure obligations on the part of such parties and such parties shall

keep information so received confidential, except for the limited purpose and shall

not otherwise trade in securities of the Company when in possession of


3.4 All unpublished price sensitive information shall be communicated or provided to

any person on a need to know basis. Need to Know basis means that unpublished

price sensitive information should be disclosed only to those within the Company

who need the information to discharge their duty and whose possession of such

information will not give rise to a conflict of interest or appearance of misuse of

information. Any unpublished price sensitive information directly received by any


9

employee, not entitled or required to have access of such information in its ordinary

course of business or performance of duties or discharge of his legal obligations

should immediately be reported to the head of the department or the Compliance

Officer.

3.5 The Compliance Officer may require any person having contractual or fiduciary

relation with the Company to formulate policies to safely handle unpublished price

sensitive information relating to the securities of the Company.

3.6 The Company while dealing with any market intermediary, client, agent or any

other person, who is required to handle unpublished price sensitive information

shall ensure that such person has formulated a code of conduct as per the

requirements of the Regulations.

3.7 Limited access to confidential information. Files containing confidential

information shall be kept secure. Computer files must have adequate security of

login and pass word, etc. Files containing confidential information should be

deleted / destroyed after its use.

4. Chinese Walls and Cross the Wall; Restricted List

4.1 The Compliance Officer shall monitor and regulate the Company’s Chinese walls

and Cross the wall procedures.

4.2 In general, Chinese Walls separate areas that have access to confidential inside

information from those who do not have such access. The Company shall formulate

Chinese Walls to operate as barriers to the passing of inside information and

confidential information and a means of managing Conflicts of Interest.

4.3 The Chinese Walls designed to manage confidential information and prevent the

inadvertent spread and misuse of inside information, or the appearance thereof.

Board shall understand where Chinese Walls have been set up or where they are

needed according to this Policy, corporate governance requirements or Regulations.

4.4 The employees working within an insider area are prohibited from communicating

any confidential or inside information to employees in public areas without the

prior approval of Compliance Officer.

4.5 Employees within a Chinese Walls have a responsibility to ensure the Chinese Wall

is not breached deliberately or inadvertently. Known or suspected breaches of the

Chinese Wall must be referred to the Compliance Officer immediately.


10

4.6 The Company shall ensure that appropriate policies, procedures and physical

arrangements are implemented for the relevant businesses and that such polices are

complied with by all affected employees.

4.7 The establishment of Chinese Walls is not intended to suggest that within insider

areas material, confidential information can circulate freely. Within insider areas,

the need-to-know shall be in effect.

Crossing the Wall

4.8 If an employee/outsider receives inside information from the inside area of the

Company, it is treated that the said employee or outsider has crossed the wall.

Pursuant to crossing the wall, the employee becomes an insider. Such

employee/outsider must be subject to all restrictions and prohibitions as required

under this Code of Conduct, Regulations and policies relating to Chinese Walls. An

employee is no longer a temporary insider when the inside information is published

or no longer significant to the market.

4.9 The Compliance Officer must formulate policies on actions to be taken when

employees receive information from inside area behind the Chinese wall,

information that cannot be discussed between the employees of different verticals.

4.10 If any person crosses the wall the same should be immediately reported to the

Compliance Officer. The Compliance Officer shall make sure that all restrictions

are imposed on such employee relating to the protection to unpublished price

sensitive information.

4.11 The Compliance Officer when satisfied that the insider information is generally

available may lift such restrictions imposed on such employee.

Restricted List

4.12 The Company shall restrict trading in certain securities and designate such list as

restricted list in order to monitor Chinese wall procedures and trading in client

securities based on inside information.

4.13 The Compliance Officer shall maintain, review and update such restricted list in

consultation with the business heads, sales and operations personnel or any other

person who is likely to have access to unpublished price sensitive information

relating to other companies in the course of their employment. All such

personnel/employees shall immediately report to the Compliance Officer in case

they receive, access or procure, directly or indirectly, any unpublished price

sensitive information.


11

4.14 The Compliance Officer while maintaining the restricted list may keep the following

situations in mind. Whether the Company is handling any assignment for the listed

company, preparing appraisal report, handling any information which might have

an impact on credit rating, developing products or report or any other assignment

which is likely to affect the securities price.

4.15 The restricted list is highly confidential information it shall not be communicated,

directly or indirectly, to anyone outside the Company.

4.16 When any securities are on the Restricted List, trading in these securities by

Designated Persons may be blocked or may be disallowed at the time of pre-

clearance.

5. Prohibition on Dealing, Communicating or Counseling on Matters Relating to

Insider Trading

5.1 No insider shall trade in securities of the Company when in possession of


5.2 Prevention of misuse of unpublished price sensitive information.

5.3 Designated Persons including Employees on the basis of their functional role in the

Company shall be governed by this Code of Conduct governing trading in

securities.

6. Trading Plans

6.1 Subject to Clause 5 and restriction under Regulations, an insider shall be entitled to

formulate a Trading Plan and present it to the Compliance Officer for approval and

public disclosure pursuant to which trades may be carried out on his behalf in

accordance with such plan. (Annexure 1)

6.2 The Compliance Officer shall assure that the following features are complied with

for review and approval of a Trading Plan. Trading under Trading Plan shall:

(i) not commence earlier than six months from the public disclosure of the plan;

(ii) prohibited for the period between the twentieth trading day prior to the last

day of any financial period for which results are required to be announced

and the second trading day after the disclosure of such financial results;

(iii) not entail trading for a period of less than twelve months;


12

(iv) not entail overlap of any period for which another trading plan is already in

existence;

(v) set out either by the value of trades or to be effected or the number of

securities, to be traded along with the nature of the trade and the intervals at,

or dates on which such trades shall be effected; and

(vi) not entail trading in securities for market abuse.

6.3 The Compliance Officer shall be entitled to seek such express undertakings as may

be necessary to enable such assessment and to approve and monitor the

implementation of the plan.

6.4 The trading plan once approved shall be irrevocable and the insider shall

mandatorily have to implement the plan, without being entitled to either deviate

from it or to execute any trade in the securities outside the scope of the trading

plan. (Annexure 2)

6.5 The implementation of the trading plan shall not be commenced, if at the time of

formulation of the plan, the Insider is in possession of any unpublished price

sensitive information and the said information has not become generally available

at the time of the commencement of implementation. The commencement of the

Plan shall be deferred until such unpublished price sensitive information becomes

generally available information. Further, the Designated Persons shall also not be

allowed to trade in securities of the Company, if the date of trading in securities of

the Company, as per the approved Trading Plan, coincides with the date of closure

of Trading Window announced by the Compliance Officer.

6.6 Upon approval of the trading plan, the Compliance Officer shall notify the plan to

the stock exchanges on which the securities are listed.

7. Trading Window

7.1 Designated Persons may execute trades subject to compliance with the Regulations.

A trading window may be adopted for trading of such Designated Persons. The

trading window shall be closed when the Compliance Officer determines that a

Designated Person or class of Designated Persons can reasonably be expected to

have possession of unpublished price sensitive information. Such closure shall be

imposed in relation to such securities to which such unpublished price sensitive

information relates. Designated persons and their immediate relatives shall not

trade in securities when the trading window is closed.


13

7.2 Unless otherwise specified by the Compliance Officer, the Trading Window for

Trading in Securities of the Company shall be closed for the following purposes:-

(i) Declaration of financial results (quarterly and annual), standalone and

consolidated, of the Company;

(ii) Intended declaration of dividends (both interim and final);

(iii) Issue of securities by way of public, bonus, rights etc or buy-back of

securities;

(iv) Any major expansion plans or execution of new projects;

(v) Change in Key Managerial Personnel;

(vi) Amalgamation, Mergers, Takeovers or Restructuring; and

(vii) Disposal of the whole or substantial part of the undertaking;

7.3. (i) The Compliance Officer shall close the trading window from the end of every

quarter till forty-eight (48) hours after the declaration of financial results;

(ii) The trading window restrictions as mentioned in sub-clause (i) shall not apply

in respect of -

(a) the transaction is an off-market inter-se transfer between designated

persons who were in possession of the same unpublished price sensitive

information without in breach of regulation 3 and both parties had made

a conscious and informed trade decision;

Provided that such unpublished price sensitive information was not

obtained under sub-regulation (3) of regulation 3 of the regulations;

Provided further that such off market trades shall be reported by the

designated persons to the Company within 2 (two) working days.

(b) the transaction was carried through the block deal window mechanism

between persons who were in possession of the unpublished price

sensitive information without being in breach of regulation 3 and both

parties had made a conscious and informed trade decision;

Provided that such unpublished price sensitive information was not

obtained under sub-regulation (3) of regulation 3 of the regulations;

(c) the transaction was carried out pursuant to a statutory or regulatory

obligation to carry out a bona fide transaction;

(d) the transaction was undertaken pursuant to the exercise of stock options

in respect of which the exercise-price was pre-determined in compliance

with applicable regulations;


14

(e) the trades were pursuant to the trading plan set up in accordance with this

Code;

(f) pledge of shares for a bona fide purpose such as raising of funds, subject

to pre-clearance by the Compliance Officer and compliance with the

respective SEBI regulations;

(g) transactions which are undertaken in accordance with respective

regulations made by SEBI, such as acquisition by conversion of warrants

or debentures, subscribing to rights issue, further public issue,

preferential allotment or tendering of shares in a buy-back offer, open

offer, delisting offer.

7.4 The Compliance Officer after taking into account various factors including the

unpublished price sensitive information in question becoming generally available

and being capable of assimilation by the market, shall decide the timing for re-

opening of the trading window, however in any event it shall not be earlier than

forty-eight (48) hours after the information becomes generally available.

7.5 When the trading window is open, trading by Designated Persons shall be subject to

preclearance by the Compliance Officer, if the value of the proposed trades is more

than 1000 equity shares or above such thresholds as the Board may stipulate.

8. Pre-clearance of Trades

Subject to Clause 7.5, all Designated Persons who intend to trade in securities of the

Company should pre-clear the transaction as per the pre-dealing procedure as

described hereunder.

Pre-dealing Procedure

8.1 All Designated Persons, who intend to trade in the securities of the Company when

the trading window is open, should pre-clear the transaction.

8.2 No Designated Persons shall be entitled to apply for pre-clearance of any proposed

trade if such person is in possession of unpublished price sensitive information

even if the trading window is not closed and hence he shall not be allowed to trade.

The pre-dealing procedure shall be hereunder –

(a) An application may be made in the prescribed Form (Annexure 3) to the

Compliance officer indicating the estimated number of securities that the

Designated Persons intend to deal in, the details as to the depository with


15

which he has a security account, the details as to the securities in such

depository mode and such other details as may be required by any rule made

by the company in this behalf.

(b) An undertaking (Annexure 4) shall be executed in favor of the Company by

such Designated Persons incorporating, inter alia, the following clauses, as

may be applicable:

(i) That the employee/director/officer does not have any access or has not

received “unpublished price sensitive information” up to the time of

signing the undertaking;

(ii) That in case the specified employee has access to or receives

unpublished price sensitive information after the signing of the

undertaking but before the execution of the transaction he/she shall

inform the Compliance Officer of the change in his position and that

he/she would completely refrain from dealing in the securities of the

Company till the time such information becomes public;

(iii) That he/she has not contravened the Code of Conduct for prevention

of insider trading as notified by the Company from time to time;

(iv) That he/she has made a full and true disclosure in the matter.

(c) The Compliance Officer shall on receiving an application provide the

Designated Persons with an acknowledgement on the duplicate of the

application or in any electronic form.

(d) The Compliance Officer shall grant approval within 2 days from the date of

acknowledgement.

(e) The Compliance Officer shall retain copies of all applications and

acknowledgements either in physical or electronic mode.

(f) In exceptional circumstances consent may not be given if the Compliance

officer is of the opinion that the proposed deal is on the basis of possession

of any unpublished Price sensitive information. There shall be no obligation

to give reasons for any withholding of consent.

(g) All Designated Persons and their immediate Relatives shall execute their

order in respect of securities of the Company within seven (7) days after the

approval of pre-clearance is given. They shall file within two (2) days of the

execution of the deal, the details of such trade with the Compliance Officer

in the prescribed form (Annexure 5). If the order is not executed within one

week after the approval is given, the Designated Persons and their

immediate Relatives must pre-clear the transaction again.

(h) All Designated Persons and their immediate relatives shall hold their

investments in securities for a minimum period of 6 months irrespective of

mode of acquisition in order to be considered as being held for investment

purposes.

8.3 The Designated Person shall not execute a contradictory trade, for a period of six

months, to a trade executed after pre clearance under this clause. Any relaxation of


16

such contra trade shall be recorded in writing by the Compliance Officer in his

approval of such trade. Provided that this shall not be applicable for trades pursuant

to exercise of stock options.

9. Disclosures requirements

9.1 The disclosures to be made by any person under this Code of Conduct shall include

those relating to trading by such person's immediate relatives, and by any other

person for whom such person takes trading decisions.

9.2 The designated persons shall be required to disclose names and Permanent Account

Number or any other identifier authorized by law of the following persons to the

Company on an annual basis and as and when information changes:

a) immediate relatives;

b) persons with whom such designated person(s) shares a material financial

relationship;

c) phone, mobile and cell numbers which are used by them.

In addition, the names of educational institutions from which designated persons

have graduated and names of their past employers shall also be disclosed on a one

time basis.

Explanation: The term “material financial relationship” shall mean a relationship in

which one person is a recipient of any kind of payment such as by way of a loan or

gift from the designated person during the immediately preceding twelve (12)

months, equivalent to at least 25% of such payer’s annual income of such

designated person but shall exclude relationship in which payment is based on

arm’s length transactions.

9.3 The disclosures of trading in securities shall also include trading in derivatives of

securities and the traded value of the derivatives shall be taken into account for

purposes of this Code of Conduct. Provided that trading in derivatives of securities

is permitted by any law for the time being in force.

9.4 The disclosures made under this Code of Conduct shall be maintained for a period

of five (5) years by the Company.

Initial Disclosures

9.5 Every Promoter, member of the promoter group, Key Managerial Personnel and

Director of the Company shall disclose to the Company his holdings of securities


17

of the Company within thirty (30) days of these regulations taking effect.

(Annexure 6).

9.6 Every person on appointment as a Key Managerial Personnel or a Director of the

Company or upon becoming a Promoter or member of the promoter group shall

disclose his holding of securities of the company as on the date of appointment or

becoming a Promoter or member of the promoter group, to the company within

seven (7) days of such appointment or becoming a Promoter or member of the

promoter group.

Continual Disclosures

9.7 Every Promoter and member of the promoter group, Key Managerial Personnel,

Employee and Director of every company shall disclose to the Company the

number of such securities acquired or disposed of within two trading days of such

transaction if the value of the securities traded, whether in one transaction or a

series of transactions over any calendar quarter, aggregates to a traded value in

excess of Rupees Ten lacs (Rs.10,00,000) (Annexure 7)

9.8 The disclosure required under Clause 9.6 shall be made within two (2) working days

of:

(i) the receipt of intimation of allotment of shares, or

(ii) the acquisition or sale of shares or voting rights, as the case may be.

9.9 In addition to the continual disclosure in Annexure-7, every Promoter or member of

the promoter group, Key Managerial Personnel, designated person and Directors

shall disclose to the Company any change in shareholding of the Company, if the

value of traded securities in a transaction or a series of transactions in aggregate

over any calendar quarter exceeds Rupees Ten lacs (Rs.10,00,000) or such other

value as may be specified by the Compliance Officer in consultation with the

Board. (Annexure 8)

Disclosures by other connected persons

9.10 The Company, at its discretion, may require any other connected person or class of

connected persons to make disclosures of holdings and trading in securities of the

company in such form and at such frequency as may be determined by the

company in order to monitor compliance with this Code of Conduct and the

Regulations. (Annexure -9)


18

Disclosure by the Company to Stock Exchanges

9.11 Within two (2) working days of the receipt of the information or disclosure under

the Regulations and this Code of Conduct, the Compliance Officer shall disclose to

all Stock Exchanges on which the Company is listed, the information received.

9.12 The Compliance officer shall maintain records of all the declarations in the

appropriate form given by the Designated Employees for a minimum period of five

(5) years.

10. Dissemination of Unpublished Price Sensitive Information

10.1 The disclosure of unpublished price sensitive information shall be on a uniform basis

and non-discriminatory.

10.2 Mr. S.N.Sridhar is designated as Chief Investor Relations Officer to deal with

dissemination of information and disclosure of unpublished price sensitive

information in a uniform manner.

10.3 No information shall be passed by Designated Persons by way of making a

recommendation for the purchase or sale of securities of the Company.

10.4 The following guidelines shall be followed while dealing with research analysts and

institutional investors:

(a) Only public information to be provided.

(b) At least two Company representatives be present at meetings with analysts,

media persons and institutional investors.

(c) Unanticipated questions may be taken on notice and a considered response

given later. If the answer includes price sensitive information, a public

announcement should be made before responding.

(d) Simultaneous release of information after every such meet.

11. Penalty for contravention of Code of Conduct

11.1 Any Designated Person who trades in securities or communicates any information

for trading in securities, in contravention of this Code of Conduct may be penalized

and appropriate action may be taken by the Company.

11.2 The Designated Person of the Company who violate this Code of Conduct shall also

be subject to disciplinary action by the Company, which may include wage/ salary

freeze, suspension, termination etc.


19

11.3 The action by the Company shall not preclude SEBI from taking any action in case

of violation of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

12. Intimation to SEBI in case of violation of Code of Conduct and Regulations

12.1 Any violation of the Code of Conduct and the Regulations shall be immediately

intimated to the Compliance Officer or the Board of the Company. In case it is

observed by the Board of Directors that there has been a violation of the regulations

in relation to securities of the Company, the same shall be immediately reported to

SEBI in the format (Annexure 10)

12.2 An informant under the code may voluntarily submit to SEBI the original

information in a Voluntary Information Disclosure Form relating to an alleged

violation of the insider trading laws that has occurred, is occurring or has a

reasonable belief that it is about to occur. Such disclosure shall be in the form

prescribed in Schedule D to the regulations.

13. Protection against retaliation and victimization

13.1. An employee who files a Voluntary Information Disclosure Form with SEBI under

this code and regulations, he/she will not be at risk of suffering any form of reprisal

or retaliation which includes discharge, termination, demotion, suspension, threats,

harassment, directly or indirectly or discrimination against the employee

irrespective of whether the information is considered or rejected by SEBI or he or

she is eligible for a reward under the regulations, by reason of-

(i) filing a Voluntary Information Disclosure Form under the regulations;

(ii) testifying in, participating in, or otherwise assisting and aiding SEBI in any

investigation, inquiry, audit, examination or proceeding instituted or about to

be instituted for an alleged violation of insider trading laws or in any manner

aiding the enforcement action taken by SEBI; or

(iii) breaching any confidentiality agreement or provisions of any terms and

conditions of employment or engagement solely to prevent any employee

from cooperating with SEBI in any manner.

Explanation- For the purpose of this clause, “employee” means any individual who

during employment may become privy to information relating to violation of

insider trading laws and files a Voluntary Information Disclosure Form under the

regulations and is a director, regular or contractual employee.


20

13.2 The Company may be liable for penalty, debarment, suspension, and/or criminal

prosecution by SEBI, as the case may be, on violation of sub-clause 13.1;

Provided that nothing in the regulations will require SEBI to direct reinstatement or

compensation by an employer.

13.3. Any term in the agreement (oral or written) or code of conduct is void in so far as it

purports to preclude any person from submitting to SEBI information relating to

violation of the securities laws that has occurred, is occurring or has a reasonable

belief that it would occur.

13.4. No person shall by way of any threat or act impede an individual from

communicating with SEBI, including enforcing or threatening to enforce, a

confidentiality agreement (other than agreements related to legal representations of

a client and communications thereunder) with respect to such communications.

Explanation- No employer shall require an employee to notify him or any

Voluntary Information Disclosure Form filed with SEBI or to seek prior permission

or consent or guidance of any person engaged by the employer before or after such

filing.

*******

Amendments

1. The following amendments have been carried out in the Code vide resolution

passed at the Board meeting held on 24th January 2020:

a) Sub-clauses 1.18, 7.3, 9.2, 9.5, 9.6, 9.7, 9.9 and Clause 12 have been

substituted;

b) Sub-clauses 1.21, 1.22 2.10, 13 and Schedule 10 have been inserted.


21

ANNEXURE 1

FORMAT FOR REQUEST OF TRADING PLAN

The Compliance Officer,

EIH Limited

Delhi

I [Insert Name of the employee], in my capacity as [Insert Designation] of the company

hereby submit the following trading plan for your review and approval in terms of the

Code of Conduct and Insider Trading Regulations.

Trading Plan

Date/intervals

of Trade

Execution

No. of

Securities

Traded

Nature of Transaction

and quantity

Trading

Account

details

Trading

Member details

Purchase/ sale/ others

Details of securities held by immediate Relative of the Employee

Name of the

person and

relationship

with the

designated

employee

Date of

Trading in

securities

No. of

Securities

Traded

Nature of Transaction

and quantity

Trading

Account

details

Trading

member

details

Purchase/ Sale/ others

I hereby undertake that I am not in violation of Company’s Code of Conduct or SEBI

Insider Trading Regulations while formulating the aforesaid trading plan.

I undertake to furnish such information as required by the Compliance Officer with regard

to the Trading Plan.

Date: [Insert] Signature-------


22

ANNEXURE 2

FORMAT FOR APPROVAL OF TRADING PLAN

Name: [Insert Name]

Designation: [Insert Designation]

Place: [Insert Place]

This is to inform you that your request/immediate relatives request for approval of trading

plan in relation to shares of the Company as mentioned in your application dated [Insert

Date] is approved.

The trading plan once approved shall be irrevocable and the insider shall mandatorily have

to implement the plan, without being entitled to either deviate from it or to execute any

trade in the securities outside the scope of the trading plan.

You acknowledge that in order to comply with the principles of Code of Conduct and

SEBI (Prohibition of Insider Trading) Regulations, 2015 you may be required to further

furnish information in relation to the trading plan.

The approval is based on your express undertakings that you will not contravene any

provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and Code of

Conduct and the Trading plan is not for the purposes of market abuse.

Yours faithfully,

for EIH Ltd

Compliance Officer

Date: _______________

Encl: Format for submission of details of transaction


23

ANNEXURE 3

APPLICATION FOR PRE-DEALING APPROVAL

[DESIGNATED PERSON]

Date:

The Compliance Officer,

EIH Ltd,

7, Shamnath Marg,

Delhi – 110054.

Dear Sir/Madam,

Application for Pre-dealing approval in securities of the Company

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the

Company’s Code of Conduct for Prevention of Insider Trading, I seek approval to

purchase/sale/subscription of_________ equity shares of the Company as per details given

below-

1. Name of the applicant

2. Designation

3. Number of securities held as on date

4. Folio No. / DP ID / Client ID No.)

5. PAN Number

6. The proposal is for

(a) Purchase of securities

(b) Subscription to securities

(c) Sale of securities

7. Proposed date of dealing in securities

8. Estimated number of securities proposed to be acquired/subscribed/sold

9. Price at which the transaction is proposed

10. Current market price (as on date of application)

11. Whether the proposed transaction will be through stock exchange or off-market deal

I enclose herewith the form of Undertaking signed by me.

Yours faithfully,

(Signature of the Employee)


24

ANNEXURE 4

FORMAT OF UNDERTAKING TO BE ACCOMPANIED WITH THE

APPLICATION FOR PRE-CLEARANCE

[DESIGNATED PERSON UNDERTAKING]

The Compliance Officer

EIH Limited

7, Shamnath Marg,

Delhi- 110054.

I, [Insert Name], [Insert Designation] of the [Insert Details] Company residing at [Insert

Address], am desirous of dealing in [Insert] shares of the Company as mentioned in my

application dated [Insert Date] for pre-clearance of the transaction.

I further declare that I am not in possession of or otherwise privy to any unpublished Price

Sensitive Information (as defined in the Company’s Code of Conduct for prevention of

Insider Trading (the Code) up to the time of signing this Undertaking.

In the event that I have access to or received any information that could be construed as

“Price Sensitive Information” as defined in the Code, after the signing of this undertaking

but before executing the transaction for which approval is sought, I shall inform the

Compliance Officer of the same and shall completely refrain from dealing in the securities

of the Company until such information becomes public.

I declare that I have not executed any opposite transaction in past six months and not

contravened the provisions of the Code as notified by the Company from time to time.

I undertake to submit the necessary report within 2 days of execution of the transaction / a

‘Nil’ report if the transaction is not undertaken.

If approval is granted, I shall execute the deal within 7 days of the receipt of approval

failing which I shall seek pre-clearance.

I declare that I have made full and true disclosure in the matter.

Date: [Insert Date] Signature: [Insert

Signature]

* Indicate number of shares


25

[On the Letter Head of the Company]

ANNEXURE 5

FORMAT FOR APPROVAL OF PRE- CLEARANCE ORDER

[DESIGNATED EMPLOYEE/DESIGNATED PERSON]

Name: [Insert Name]

Designation: [Insert Designation]

Place: [Insert Place]

This is to inform you that your request for dealing in [Insert number of shares] shares of

the Company as mentioned in your application dated [Insert Date] is approved. Please

note that the said transaction must be completed on or before [Insert Date] that is within 7

days from today. In case you do not execute the approved transaction /deal on or before

the aforesaid date this approval shall stand withdrawn and you would have to seek fresh

pre-clearance before executing any transaction/deal in the securities of the Company.

Further, you are required to file the details of the executed transactions in the attached

format within 2 days from the date of transaction/deal. In case the transaction is not

undertaken a ‘Nil’ report shall be necessary.

Based on your undertaking it is understood that you have not executed any opposite

transaction in past six months and not contravened the provisions of the Code as notified

by the Company from time to time.

Please note this approval can be withdrawn, if subsequently the information provided by

you in the application form or the undertaking is found incorrect.

Yours faithfully,

for EIH Limited

Compliance Officer

Date: _______________

Encl: Format for submission of details of transaction


26

ANNEXURE 6

SEBI (Prohibition of Insider Trading) Regulations, 2015

[Regulation 7 (1) (a) read with Regulation 6(2) – Initial disclosure to the company]

Name of the Company………………………………………….

ISIN of the company…………………………………………...

Details of Securities held by Promoter, Key managerial personnel (KMP), Director and other such persons as

mentioned in Regulation 6(2).

Name, PAN,

CIN/DIN &

Address with

contact nos.

Category of Person

(Promoters/ KMP/

Directors/

Immediate relative

to/ others etc.)

Securities held as on the date of

regulation coming into force

% of Shareholding

Type of security(For

eg.- Shares, Warrants,

Convertible Debentures)

No.

1 2 3 4 5

Note: “Securities” shall have the same meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of insider

trading) Regulations,2015.

Details of Open interest (OI) in derivatives of the Company held by Promoter, Key managerial personnel

(KMP), Director and other such persons as mentioned in Regulation 6(2)

Open Interest of the future contracts held as on the date

of regulation coming into force

Open interest of the Option contracts held as on the date

of regulation coming into force

Contract

Specifications

Number of

units(contracts *

lot size)

Notional Value

in Rupee terms

Contract

Specifications

Number of

Units(contracts *

lot size)

Notional value

in Rupee terms

7 8 9 10 11 12

Note: In case of options, notional value shall be calculated based on premium plus strike price of options.

Name & Signature:

Designation:

Date:

Place:


27

ANNEXURE 7


[Regulation 7 (1) (b) read with regulation 6(2) – Disclosure on becoming a director/KMP/Promoter]

Name of the Company………………………………………….

ISIN of the company…………………………………………...

Details of Securities held on appointment of Key Managerial Personnel (KMP) or Director or upon becoming

a promoter of a listed company and other such persons as mentioned in Regulation 6(2)

Name, PAN,

CIN/DIN &

Address with

contact nos.

Category of Person

(Promoters/ KMP/

Directors/

Immediate relative

to/ others etc.)

Date of

appointment of

Director/ KMP OR

Date of becoming

Promoter

Securities held at the time

of becoming a

Promoter/appointment of

Director/KMP

% of

Shareholding

Type of

security(For

e.g.- Shares,

Warrants,

Convertible

Debentures)

No.

1 2 3 4 5 6

Note: “Securities” shall have the same meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of insider

trading) Regulations,2015.

Details of Open interest (OI) in derivatives of the Company held on appointment of Key Managerial Personnel

(KMP) or Director or upon becoming a Promoter of a listed company and other such persons as mentioned in

Regulation 6(2)

Open Interest of the future contracts held at the time of

becoming Promoter/appointment of Director/KMP

Open interest of the Option contracts held at the time of

becoming Promoter/appointment of Director/KMP

Contract

Specifications

Number of

units(contracts *

lot size)

Notional Value

in Rupee terms

Contract

Specifications

Number of

Units(contracts *

lot size)

Notional value

in Rupee terms

7 8 9 10 11 12

Note: In case of options, notional value shall be calculated based on premium plus strike price of options.

Name & Signature:

Designation:

Date:

Place:


28

ANNEXURE 8


[Regulation 7 (2) read with Regulation 6 (2) – Continual disclosures]

Name of the Company………………………………

ISIS of the Company………………………………..

Details of change in change in holding of securities of promoters, employee or director of a listed and other such persons as mentioned in Regulation 6(2).

Name, PAN,

CIN/DIN, &

address with

contact nos.

Category of

person

(Promoters

/KMP

/Director

/Immediate

relative

to/others

etc.)

Securities held prior

to acquisition/

disposal

Securities acquired/ Disposed Securities held post

acquisition/ Disposal

Date of

allotment

advice/

acquisition of

shares/ sale of

shares specify

Date of

intimati

on to

compan

y

Mode of

acquisition/

disposal (on

market/

public/

rights/

preferential

offer/ off

market/

inter-se

transfer/

ESOPs, etc)

Type of

security

(For eg. –

Shares,

Warrants,

Convertibl

e

Debenture

s etc.)

No.

and %

of

share-

holding

Type of

Security

(For eg. –

Shares,

Warrants,

Convertible

Debentures

etc.)

No. Value Transac -

tion type

(Buy/ Sell/

Pledge/

Revoke/

Invoke)

Type of

security

(For eg. –

Shares,

Warrants,

Convertibl

e

Debenture

s etc.)

No. and

% of

sharehol

ding

From To

1 2 3 4 5 6 7 8 9 10 11 12 13 14

Note: “Securities” shall have the same meaning as defined under regulation 2 (1)(i) of SEBI (Prohibition of Insider trading) regulations,2015

Details of trading in derivatives of the company by Promoter, Employee or Director of a listed company and other such persons as mentioned in Regulation 6(2).

Trading in derivatives (Specify type of contract, Futures or options etc) Exchange on which the trade

was executed

Type of contract Contract Specifications Buy Sell

Notional Value Number of units

(Contracts * lot

size)

Notional

Value

Number of units

(Contracts * lot size)

15 16 17 18 19 20 21

Note: In case of Options, notional value shall be calculated based on premium plus strike price of options.

Name & Signature:

Designation:

Date:

Place:


29

ANNEXURE 9


[Regulation 7 (3) – Transactions by Other connected persons as identified by the company

Details of trading in securities by other connected persons as identified by the company.

Name, PAN,

CIN/DIN, &

address with

contact nos. of

other

connected

persons as

identified by

the company

Connection

with company

Securities held prior

to acquisition/ disposal

Securities acquired/ Disposed Securities held post

acquisition/ Disposal

Date of

allotment

advice/

acquisition of

shares/ sale of

shares specify

Date of

intimatio

n to

company

Mode of

acquisition/

disposal (on

market/

public/

rights/

preferential

offer/ off

market/

inter-se

transfer/

ESOPs, etc)

Type of

security

(For eg. –

Shares,

Warrants,

Convertibl

e

Debentures

etc.)

No. and

% of

share-

holding

Type of

Security

(For eg. –

Shares,

Warrants,

Convertible

Debentures

etc.)

No. Value Transac -

tion type

(Buy/ Sell/

Pledge/

Revoke/

Invoke)

Type of

security

(For eg. –

Shares,

Warrants,

Convertibl

e

Debentures

etc.)

No. and

% of

sharehol

ding

From To

1 2 3 4 5 6 7 8 9 10 11 12 13 14

Note: “Securities” shall have the same meaning as defined under regulation 2 (1)(i) of SEBI (Prohibition of Insider trading) regulations,2015

Details of trading in derivatives by other connected persons as identified by the company.

Trading in derivatives (Specify type of contract, Futures or options etc) Exchange on which the trade was

executed

Type of contract Contract Specifications Buy Sell


(Contracts * lot

size)


(Contracts * lot size)

15 16 17 18 19 20 21

Note: In case of Options, notional value shall be calculated based on premium plus strike price of options.

Name & Signature:

Designation:

Date:

Place:


30

Annexure 10

Report by the Company for violations related to the Code of Conduct under SEBI (Prohibition of Insider

Trading) Regulations, 2015

[For listed company: Schedule B read with Regulation 9(1) of SEBI (Prohibition of Insider Trading) Regulations,

2015]

Sr.

No.

Particulars Details

1 Name of the listed company/intermediary/fiduciary

2 Please tick the appropriate check-box

Reporting in capacity of:

o Listed company

o Intermediary

o Fiduciary

3 Name of the Designated Person (DP)

Name of the immediate relative of DP if reporting is for immediate relative

4 PAN of the DP

PAN of the immediate relative of the DP if reporting is for immediate relative

5 Designation of DP

6 Functional role of DP

7 Whether DP is Promoter/ Promoter Group/holding CXO level position (e.g. CEO,

CFO, CTO etc.)

8 Transaction details

a) Name of the scrip

b) No. of shares traded (which includes pledge) and value (Rs) (Date-wise)

9 In case value of trade(s) is more than Rs 10 lacs in a calendar quarter

a) Date of intimation of trade(s) by concerned DP/ director /promoter /promoter

group to Company under Regulation 7 of SEBI (Prohibition of Insider

Trading) Regulations, 2015

b) Date of intimation of trade(s) by Company to Stock Exchanges under

Regulation 7 of SEBI (Prohibition of Insider Trading) Regulations, 2015

10 Details of violations observed under SEBI (Prohibition of Insider Trading)

Regulations, 2015

11 Action taken by Listed Company / Intermediary/ Fiduciary

12 Reasons recorded in writing for taking action stated above


31

13 Details of the previous instances of violations, if any, since last financial year

14 Any other relevant information

Yours faithfully,

Name and signature of Compliance Officer

PAN

Email id

Mobile Number

Date and Place:

31st BSE Limited The Calcutta Stock Exchange Limited Code ... · The National Stock Exchange of...

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